Exhibit
10.20


 


SUBSCRIPTION
AGREEMENT


 


VIRAL GENETICS,
INC.


2290
Huntington Drive, Suite 100


San Marino, CA 91108


 


THE
COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION
AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"),
OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION
AND QUALIFICATION REQUIREMENTS. THE SECURITIES AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR
OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED
UNDER THE ACT.


 


ALL
OFFERS AND SALE OF SAID SECURITIES BY NON-U.S. PERSONS PRIOR TO THE EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING
OF THIS OFFERING AND ENDING ONE-YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION
S, PURSUANT TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, AND
ALL OFFERS AND SALES AFTER THE EXPIRATION OF THE ONE-YEAR PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM
REGISTRATION.


 


This
Agreement shall constitute the irrevocable oiler of the undersigned to purchase, in the amounts and subject to the terms set
forth in this Agreement                
100,000                 Units at a purchase
price of $0.02 per Unit. Each Unit is comprised of one share of the Common Stock of Viral Genetics, Inc., a Delaware
corporation (the "Company") ("Shares"), and the warrant to Shares in the form attached hereto as Exhibit
A (the "Warrants"), (the Shares and the Warrants referred to herein as the "Securities"). On execution by
both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of
this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that it
understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under
applicable securities laws.


 


On the
foregoing, it is hereby agreed as follows:


 


1.SUBSCRIPTION.
The undersigned hereby irrevocably subscribes for the purchase of the Securities. The undersigned
is tendering to the Company:


 


(a)one
signed copy of this Agreement; and


 


(b)payment
in the amount of $         2,000            
(the "Purchase Price").


 


2.GENERAL
REPRESENTATIONS OF SUBSCRIBER. The undersigned hereby represents and warrants as follows:


 


(a)The
undersigned is over the age of 18 years;


 


(b)The
undersigned acknowledges that neither the United States Securities and Exchange Commission nor the securities commission
of any state or other federal agency has made any determination as to the merits of purchasing these securities;


 


(c)The
undersigned has received and read the Company's Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31,
2006, Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, all Current Reports on Form 8-K, all filings and
disclosures made on the OTCIQ News and Disclosure system and available at www.pinksheets.com up to and including the date
of this Agreement, all press releases, and other information, and understands the risk of an investment in the Company. The undersigned
acknowledges that an investment in the Company involves high risks;


 






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(d)The
undersigned, either alone or with the assistance of one or more advisers engaged by it, has such knowledge and experience in business
and -financial matters that it or they is capable of evaluating the Company, its business operations, and the risks
and merits of an investment in the Company;


 


(e)The
undersigned has been provided with all materials and information requested by the undersigned or its representatives, including
any information requested to verify any information furnished, and the undersigned has been provided the opportunity for direct
communication between the Company and its representatives and the undersigned and its representatives regarding the purchase made
hereby, including the opportunity to ask questions of and receive answers from the Company;


 


(f)All
information which the undersigned has provided to the Company or its agents or representatives concerning the undersigned's suitability
to invest in the Company is complete, accurate, and correct as of the date of the undersigned's signature on this Agreement. Such
information includes, but is not limited to, information concerning the undersigned's personal financial affairs, business position,
and the knowledge and experience of the undersigned and the undersigned's advisers;


 


(g)The
undersigned has no present intention of dividing any of the securities or the rights under this Agreement with others or of reselling
or otherwise disposing of any portion of the securities, either currently or after the passage of a fixed or determinable period
of time or on the occurrence or nonoccurrence of any predetermined event or circumstance,


 


(h)The
undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio
or television advertisement, or any other form of general advertising or solicitation in connection with the offer, sale, or purchase
of the securities through this Agreement;. and


 


(i)The
undersigned has adequate means of providing for its current needs and possible contingencies and has no need now and
anticipates no need in the foreseeable future, to sell any portion of the securities for which the undersigned hereby
subscribes. The undersigned is able to bear the economic risks of this investment and, consequently, without limiting the
generality of the foregoing, is able to hold the securities for an indefinite period of time, and has a sufficient net worth
to sustain a loss of the entire investment, in the event such loss should occur.


 


(j)
The undersigned is an Accredited Investor, and has completed the following Accredited Investor Qualifying Questionnaire:


 


PERSONAL
FINANCIAL INFORMATION. The following information pertaining to the undersigned as a natural person and U.S.
Persons within the meaning of Regulation S is being provided here in lieu of furnishing a personal
financial statement.


 


(a)My
individual net worth, or joint net worth with my spouse, exceeds $1,000,000.


 


Yes
o           No þ


/s/MR


INITIAL


 


(b)My
individual income in 2007 and 2008 exceeded $200,000 in each such year, and I reasonably expect my individual income will be in
excess of $200,000 in 2009.


 


Yes
o           No þ


/s/MR


INITIAL


 



(c)The
joint income of my spouse and I in 2007 and 2008 exceeded $300,000 in each such year, and I reasonably expect our joint income
will be in excess of $300,000 in 2009.


 


Yes
o           No þ


/s/MR


INITIAL



 



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(d)Considering
the foregoing and all other relevant 'factors in my financial and personal circumstances, I am able to bear the economic risk
of an investment in the Company.


 


Yes
o           No þ


/s/MR


INITIAL



 





3.REPRESENTATIONS
REGARDING EXEMPTIONS AND RESTRICTIONS ON TRANSFER. The
undersigned represents that the securities are being acquired without a view to, or for, resale in connection with any distribution
of the securities or any interest therein without registration or other compliance under the Act, and that the undersigned has
no direct or indirect participation in any such undertaking or in the underwriting of such an undertaking. The undersigned understands
that the securities have not been registered, but are being acquired by reason of a specific exemption under the Act as well as
under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities
may, under certain circumstances, be inconsistent with this exemption and may make the undersigned an "underwriter"
within the meaning of the Act. The undersigned acknowledges that the securities must be held and may not be sold, transferred,
or otherwise disposed of for value unless they are subsequently registered under the Act or an exemption from such registration
is available. The Company is under no obligation to register the securities under the Act or under Section 12 of the Securities
Exchange Act of 1934, as amended, except as may be expressly agreed to by it in writing. The certificates representing the securities
will bear a legend restricting transfer, except in compliance with applicable federal and state securities statutes.


 


4.GENERAL.
The undersigned further understands, acknowledges, and agrees that:


 


(a)This
Agreement is registered in the name of the undersigned on the books of the Company at its principal offices, and no transfer hereof
shall be valid and binding on the Company unless made at such offices by the registered holder or his attorney-in-fact duly authorized
in writing. The Company may deem and treat the person in whose name this Agreement is registered as the absolute owner hereof
for the purpose of receiving any securities issuable pursuant hereto and for all other purposes.


 


(b)This
Agreement shall be construed in accordance with and governed by the laws of the state of California.


 


(c)This
Agreement constitutes the entire agreement between the parties respecting the subject matter hereof.


 


(d)Notwithstanding
any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned, the undersigned does not
waive any rights granted to the undersigned under federal and state securities laws.


 


(e)The
undersigned will hold title to the securities as follows;


 


þ
Community Property


o
Joint Tenants, with Right of Survivorship


o
Tenants in Common


o
Separate Property


o
Other                                                                              

                     (Single
Person, Trust, Etc., Please Indicate)


 


 


DATED this 21st
      day
of June           ,2010.


 






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	  	 	Myron & Sandi Rosenaur
	Tax Identification Number or Social Security Number	 	Type or Print Name of Subscriber(s) in exact Form to be Used on Records of the
    Company
	 	 	 	 
	14234 McCormick St.	 	/s/ Myron Rosenaur
	Number and Street	 	Signature
	 	 	 	 
	 	 	 	 
	Van Nuys, CA  91401	 	 	 
	City, State, and Postal Code	 	Signature of Joint Subscriber, If Any
	 	 	 	 
	U. S.	 	Date:	6/28/2010
	Country	 	 	 



 


 


ACCEPTANCE
OF SUBSCRIPTION


 


The foregoing
is hereby accepted this    21st      day of   June           
 2010.


 


 


VIRAL
GENETICS, INC.


 


 


By____________________________


Duly
Authorized Officer


 


 


 



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VIRAL GENETICS,
ENC.


 


Warrant
for the Purchase of

Shares of Common Stock



Par
Value $0.0001


WARRANT
AGREEMENT


 


THE
HOLDER OF THIS WARRANT, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE WARRANT AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE
WARRANT, AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE
UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE
SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES.


 


This is
to certify that, for value received, ___________________ (the "Holder") is entitled to purchase from VIRAL GENETICS,
INC., a Delaware corporation (the "Company"), on the terms and conditions hereinafter set forth, all or any part of
______________________shares ("Warrant Shares") of the Company's common stock, par value 50.0001 (the "Common
Stock"), at the purchase price of (x) $0.05 per share Warrant Shares ("Warrant Price"). Upon exercise of this
warrant in whole or in part, a certificate for the Warrant Shares so purchased shall be issued and delivered to the Holder. If
less than the total warrant is exercised, a new warrant of similar tenor shall be issued for the unexercised portion of this warrant.
By acceptance hereof, the Holder agrees to be bound by the terms and conditions of this warrant.


 


This warrant
is granted subject to the following further terms and conditions;


 


1.This
warrant shall vest and be exercisable immediately, and shall expire at 5:00 p.m. Pacific Time on January 30, 2014.
In order to exercise this warrant with respect to all or any part of the Warrant Shares for which this warrant is at the time
exercisable, Holder must take the following actions:


 


		(a)	Deliver
                                                               to the Corporate Secretary of the Corporation an executed notice
                                                               of exercise in substantially the form of notice attached to this Agreement (the "Exercise Notice")
                                                               in which there is specified the number of Warrant Shares that are
                                                               to be purchased under the exercised warrant.



 


		(b)	Pay the aggregate Warrant Price
                                                               for the purchased shares through full payment in cash or by check
                                                               made payable to the Corporation's order.



 


		(c)	Furnish to the Corporation appropriate
                                                               documentation that the person or persons exercising the warrant
                                                               (if other than Holder) have the right to exercise this warrant.



 


		(d)	For
                                                                      purposes of this Agreement, the Exercise Date shall be the
                                                                      date on which the executed Exercise Notice shall have been delivered to the Company. Except
                                                                      to the extent the sale and remittance procedure specified
                                                                      above is utilized in connection with the warrant
                                                                      exercise, payment of the Warrant Price for the purchased
                                                                      shares must accompany such Exercise Notice.



 






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		(e)	Upon
                                                                      such exercise, the Company shall issue and cause
                                                                      to be delivered with all reasonable dispatch (and in any event within three business days of such exercise)
                                                                      to or upon the written order of the Holder at its address,
                                                                      and in the name of the Holder, a certificate or
                                                                      certificates for the number of full Warrant Shares issuable
                                                                      upon the exercise together with such other property (including
                                                                      cash) and securities as may then be deliverable upon such
                                                                      exercise. Such certificate or certificates shall be deemed
                                                                      to have been issued and the Holder shall be
deemed to have become a holder of record of such Warrant Shares as of the Exercise Date.



 


2.The
Warrant Shares have not and may not be registered as of the date of exercise of this warrant under the Securities Act or the securities laws of any state. This warrant and the Warrant Shares issuable on exorcise of the warrant, when
and if issued, are and may be "restricted securities" as defined in Rule 144 promulgated by the Securities and Exchange
Commission and must be held indefinitely unless subsequently registered under the Securities Act and any other applicable state
registration requirements, or an exemption from such registration requirements for resale is available. The Company is under no
obligation to register the securities under the Securities Act or under applicable state statutes. In the absence of such a registration
or an available exemption from registration, sale of the Warrant Shares will be prohibited. The Holder shall confirm to the Company
the representations set forth above in connection with the exercise of all or any portion of this warrant.


 


3.The
Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be sufficient to satisfy
the requirements of the Agreement.


 


4.The
number of Warrant Shares purchasable upon the exercise of this warrant and the Warrant Price per share shall be subject to adjustment from time to time subject to the following terms. if the outstanding shares of Common Stock
of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through
reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, the Company or its successors
and assigns shall make an appropriate and proportionate adjustment in the number or kind of shares, and the per-share Warrant
Price thereof, which may be issued to the Holder under this Agreement upon exercise of the wan-ants granted under this Agreement.
The purchase rights represented by this warrant shall not be exercisable with respect to a. fraction of a share of Common Stock.
Any fractional shares of Common Stock arising from the dilution or other adjustment in the number of shares subject to this warrant
shall be rounded up to the nearest whole share.


 


5.The
Company covenants and agrees that all Warrant Shares which may be delivered upon the exercise of this warrant will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof; provided, that
the Company shall have no obligation with respect to any income tax liability of the Holder.


 


6.The
Company agrees at all times to reserve or hold available a sufficient number of shares of Common Stock to cover the number
of Warrant Shares issuable upon the exercise of this and all other warrants of like tenor and other convertible securities then
outstanding.


 


7.This
warrant shall not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Company, or to any other
rights whatsoever, except the rights herein expressed, and no dividends shall be payable or accrue in respect of this warrant
or the interest represented hereby or the Warrant Shares purchasable hereunder until or unless, and except to the extent
that, this warrant shall be exercised.


 


8.The
Company may deem and treat the registered owner of this warrant as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.


 


9.In
the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceabilily shall not be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.


 


10.This
Agreement shall be governed by and construed in accordance with the internal laws of the state of Delaware, without regard to the principles of conflicts of law thereof.


 






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11. In
case this warrant shall be mutilated, lost, stolen, or destroyed, the Company may at its discretion issue and deliver in exchange
and substitution for and on cancellation of the mutilated warrant, or in lieu of and substitution for the warrant lost, stolen,
or destroyed, a new warrant of like tenor and representing an equivalent right or interest; but only on receipt of evidence satisfactory
to the Company of such loss, theft, or destruction of this warrant and indemnity satisfactory to
the Company. The Holder shall also comply with such other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.


 


12.This
Agreement shall be binding on and inure to the benefit of the Company and the person to whom a warrant
is granted hereunder, and such person's heirs, executors, administrators, legatees, personal representatives, assignees, and transferees,


 


IN
WITNESS WHEREOF, the Company has caused this warrant to be executed by the signature of its
duly authorized officer, effective this______________day of2010.


 


VIRAL
GENETICS, INC.


 


 


 


By_________________________


Duly
Authorized Officer


 






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Exercise Notice


(to
be signed only upon exercise of warrant)


 


TO: VIRAL GENETICS, INC.


 


The Holder of
the attached warrant hereby irrevocable elects to exercise the purchase rights represented by the


warrant for,
and to purchase thereunder, ____________________________ shares of common stock of Viral Genetics, Inc., and herewith makes
payment therefor, and requests that the certificate(s) for such shares be delivered to the Holder at:


 


 



 





 





 





 





 


If
acquired without registration under the Securities Act of 1933, as amended ("Securities Act"), the Holder represents
that the Common Stock is being acquired without a view to, or for, resale in connection with any distribution thereof without
registration or other compliance under the Securities Act and applicable state statutes, and that the Holder has no direct or
indirect participation in any such undertaking or in the underwriting of such an undertaking. The Holder understands that the
Common Stock has not been registered, but is being acquired by reason of a specific exemption under the Securities Act as well
as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the
Common Stock may, under certain circumstances, be inconsistent with these exemptions. The Holder acknowledges that the Common
Stock must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Company is under no obligation to register the Common
Stock under the Securities Act, except as provided in the Agreement for the warrant. The certificates representing the Common
Stock will bear a legend restricting transfer, except in compliance with applicable federal and state securities statutes.


 


The
Holder agrees and acknowledges that this purported exercise of the warrant is conditioned on, and subject to, any compliance with
requirements of applicable federal and state securities laws deemed necessary by the Company.


 


DATED this    28      day
of   June             , 2010.


 








	 	 	 	 
		 	/s/ Myron Rosenaur
		 	Signature



 



 



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Transfer
Form


 


FOR VALUE,
RECEIVED, ____________________________ hereby sell, assign, and transfer unto
 


 



 





 





 





 





 


warrants to purchase
shares of the Common Stock of Viral Genetics, inc., represented by the within instrument,
and do hereby irrevocably constitute and appoint:


 








 





 



to transfer said warrants stock on the books of the within named Corporation
with full power of substitution in the premises.


 


Dated                                                                                                             
,                             .


 


                                                                                                           


 


 


In presence of


 


                                                                                                           


 


 



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